Shareholder's meetings

According to the By-laws of Telia Lietuva, AB the managing bodies of the Company are General Meeting, Board and CEO. The Company does not have a Supervisory Council.

The decisions of the General Meeting made regarding the matters of competence of General Meeting, are binding upon the Shareholders, the Board, CEO and other officials of the Company.

The Shareholders of the Company that at the end of the date of record of the General Meeting are Shareholders of the Company have the right to participate in the General Meeting.

The date of record of General Meeting of the Shareholders of the Company is the fifth business day prior to the General Meeting or the repeated General Meeting.

The person, participating in the General Meeting and having the right to vote shall deliver his/her identification proving document. In case the person is not a shareholder he/she is to present a document, proving his/her right to vote at the General Meeting.

Following the Law on Companies of the Republic of Lithuania an Annual General Meeting must be held every calendar year at least within four months from the end of the financial year.

Annual General Meeting on 28-04-2020

The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 28 April 2020.

The total number of the Company’s ordinary registered shares and votes is 582,613,138.

There were 20 shareholders that took part in the Meeting and they had 518,659,453 votes, which amounted to 89.02% of the total number of the Company’s vote-carrying shares, and all of them voted in advance.

The quorum existed and the Meeting was entitled to adopt decisions.

Agenda of the Meeting

1. Information of the Company’s auditor.

Taken for the information.

2. Approval of the annual consolidated and separate financial statements of the Company for the year 2019 and presentation of the consolidated annual report of the Company for the year 2019.

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of Telia Lietuva, AB on 13 May 2020.

Following the Law on Companies the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends for the year 2019 on 26 May 2020.

Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

4. Election of the Company’s auditor.

Decision:
1) To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated and separate financial statements of the Company for the year 2020, and to assess the consolidated annual report of the Company for the year 2020.
2) To authorize the CEO of the Company to prolong existing or conclude new agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than EUR 124,000 (VAT excluded) (one hundred twenty four thousand euro) for the audit of the Company’s one financial year annual consolidated and separate financial statements and the assessment of the consolidated annual report.

5. Regarding the approval of the reorganisation by way of merging Telia Customer Service LT, AB into Telia Lietuva, AB.

Decision:1) To reorganize Telia Lietuva, AB and Telia Customer Service LT, AB pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging Telia Customer Services LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation), which, after the reorganization, will continue its activities and activities of Telia Customer Service LT, AB and which will take over all the assets, rights and obligations of Telia Customer Service LT, AB after the reorganization, according to the Terms of Merger attached hereto.2) To approve the Terms of Merger attached hereto.

6. Regarding the approval of a new edition of the By-laws of the Company.

Decision:
To approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of Telia Lietuva, AB and Telia Customer Service LT, AB. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company.

Decision:
To authorise the CEO of the Company to implement all decisions (2-7), sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 26 April 2019.

The total number of the Company’s ordinary registered shares and votes is 582,613,138.

There are 513,594,775 share votes of shareholders (2 shareholders) who voted in advance.
In total, 11 shareholders (including those who voted in advance) participate in the Meeting and they have 513,664,235 votes, which amounts to 88.17% of the total number of the Company’s vote-carrying shares.

The quorum existed and the Meeting was entitled to adopt decisions.

Agenda of the Meeting

1. Information of the Company’s auditor.

Taken for the information.

2. Approval of the annual consolidated and separate financial statements of the Company for the year 2018 and presentation of the consolidated annual report of the Company for the year 2018.

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of Telia Lietuva, AB on 13 May 2019.

Following the Law on Companies the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends for the year 2018 on 23 May 2019.

Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

4. Regarding the Company’s registered office address.

The registered office of the Company shall be Saltoniškių str. 7A, LT- 03501 Vilnius, Lithuania.

1) To approve the preparation of reorganisation terms, under which Telia Customer Service LT, AB (registration number 110401957, office Vytenio str. 18, Vilnius, Lithuania; reorganised company) would be merged into Telia Lietuva, AB (registration number 121215434, office at Saltoniškių str. 7A, Vilnius, Lithuania; a company participating in the reorganisation).2) To authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.

Taking into consideration that the current term of the Company’s Board expired on 27 April 2019, to elect to the Board of the Company for the two-year term of the Board:
- Mr. (Per) Emil Nilsson (proposed by Telia Company AB)
- Ms Agneta (Magdalena) Wallmark (proposed by Telia Company AB)
- Mr. Claes (Johan Ingemar) Nycander (proposed by Telia Company AB)
- Mr Hannu-Matti Mäkinen (proposed by Telia Company AB)
- Mr Tomas Balžekas (as independent member of the Board proposed by Telia Company AB)
- Mr Mindaugas Glodas (as independent member of the Board proposed by Telia Company AB)

Emil Nilsson (born in 1971) – Chairman of the Board, member of the Board of Telia Lietuva since 9 November 2018 (nominated by Telia Company AB), Chairman of the Remuneration Committee. Education – University of Stockholm (Sweden), Bachelor of Science in Finance. Employment – Telia Company AB (Sweden), Senior Vice President & Head of cluster Lithuania, Estonia and Denmark (LED) and Region Eurasia. Current Board Assignments: Moldcell S.A. (Moldova), Chairman of the Board; Fintur Holdings B.V. (The Netherlands), member of the Board and Svenska Handbollslandslaget AB (Sweden), member of the Board. Emil Nilsson has no direct interest in the share capital of Telia Lietuva.

Agneta Wallmark (born in 1960) – member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB), Chairwoman of the Audit Committee. Education: Stockholm School of Economics (Sweden), B. Sc. Econ with special focus on Accounting and Finance; Stockholm University (Sweden), LL M with special focus on Tax and Economics. Employment: Telia Company AB (Sweden), Vice President, Head of Treasury. Current Board assignments: Telia Insurance AB (Sweden), Chairwoman of the Board; Swedish Pension Fund of Telia (Sweden), Member of the Board and Telia Towers AB (Sweden), Member of the Board. Agneta Wallmark has no direct interest in the share capital of Telia Lietuva.

Claes Nycander (born in 1963) – member of the Board of Telia Lietuva since 29 April 2014, re-elected for the two-year term on 29 April 2015 and 27 April 2017 (nominated by Telia Company AB), member of the Remuneration Committee. Education: Uppsala University (Sweden), Master of Business and Administration; Stanford University Palo Alto (U.S.A.), Master of Science in Electrical Engineering; Institute of Technology at University of Linköping (Sweden), Master of Science in Electrical Engineering and University of Linköping (Sweden), Bachelor of Science in Mathematics. Employment: Telia Company AB (Sweden), Vice President and Head of Chief Operating Officer Office & LED (Lithuania, Estonia, Denmark) Management at Group Service Operations. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; Telia Towers AB (Sweden), Chairman of the Board; Telia Towers Sweden AB (Sweden), Chairman of the Board; Telia Company Danmark A/S (Denmark), Chairman of the Board; Telia Mobile Holding AB (Sweden), Chairman of the Board; Telia Nättjänster Norden AB (Sweden), Chairman of the Board; Systecon AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; LMT SIA (Latvia), member of the Supervisory Council andTelia Eesti AS (Estonia), member of the Supervisory Council. Claes Nycander has no direct interest in the share capital of Telia Lietuva.

Hannu-Matti Mäkinen (born in 1970) – Member of the Board of Telia Lietuva since 25 April 2018 (nominated by Telia Company AB). Education: University of Arizona (U.S.A), College of Law, LL.M (Masters of Laws) in International Trade Law, and University of Lapland (Finland), School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Employment: Telia Company AB (Sweden), Vice President and Head of Legal Practice Group B2B & Carrier. Current Board Assignments: Telia Finland Oyj (Finland), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Turkcell Holding A.S. (Turkey), member of the Board and Lattelecom SIA (Latvia), member of the Supervisory Council. Hannu-Matti Mäkinen has no direct interest in the share capital of Telia Lietuva.

Tomas Balžekas (born in 1977) – independent member of the Board of Telia Lietuva since 25 April 2018 (as independent member of the Board nominated by Telia Company AB), member of the Audit Committee. Education: Concordia University Wisconsin (U.S.A.), Master of Business Administration (MBA), Finance, and Bachelor of International Business; Concordia International University Estonia, Bachelor of International Business. Employment: UAB Media Bitės (Lithuania), General Manager (CEO). Involvement in activities of other entities: UAB Media Bitės (Lithuania), shareholder (51 per cent); UAB Mano Daktaras (Lithuania), a subsidiary of UAB Media Bitės, General Manager (CEO); UAB Balžeko Bitės (Lithuania), shareholder (100 per cent); UAB InsurTech Solutions (Lithuania), shareholder (18 per cent); VšĮ Kino Pasaka (Lithuania), founder and owner (50 per cent); VšĮ Tiriamosios Žurnalistikos Centras (Lithuania), owner (100 per cent) and VšĮ Lietuvos Nacionalinis Radijas ir Televizija (Lithuanian National Radio and Television), member of the Council. Tomas Balžekas has no direct interest in the share capital of Telia Lietuva.

Mindaugas Glodas (born in 1972) – independent member of the Board of Telia Lietuva since 25 April 2018 (as independent member of the Board nominated by Telia Company AB), member of the Audit and Remuneration Committees. Education: University of Antwerp, Centre for Business Administration UFSIA (Belgium), Master in Business Administration (MBA), Vilniaus University, Faculty of Economics (Lithuania), Bachelor in Business Administration (BBA). Employment: NRD Companies AS (Norway) and Norway Registers Development AS (Norway) General Manager, and Norway Registers Development AS Lithuanian branch, General Manager. Involvement in activities of other entities: UAB Nextury Ventures (Lithuania), Partner; Council for Research, Development and Innovations at the Government of Lithuania, Member of the Council; Agency for Science, Innovations and Technologies (Lithuania), Member of Coordinating Council; Association Žinių Ekonomikos Forumas (Lithuania), Chairman of the Council; MB Vox Proxima (Lithuania), Member of partnership (50 per cent) and General Manager of the following Lithuanian start-ups: UAB Airthemes (under liquidation) and Zedge Lithuania, UAB. Mindaugas Glodas has no direct interest in the share capital of Telia Lietuva.

7. Regarding the implementation of decisions.

To authorise the CEO of the Company to implement all decisions (2-6), sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

The Extraordinary General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 9 November 2018.

The total number of the Company's ordinary registered shares and votes is 582,613,138.

In total, 6 shareholder participated in the Meeting and they had 513,856,500 shares and votes, which amounted to 88.20% of the total number of the Company's vote-carrying shares.

The quorum existed and the Meeting was entitled to adopt decisions.

Decisions of the Annual General Meeting of Shareholders:

Taking into consideration that Henriette Wendt, a member and the Chairwoman of the Board, has resigned from the Board of the Company as of 8 November 2018, to elect to the Board of the Company for the current term of the Board Per Emil Nilsson, proposed by Telia Company AB (Sweden), a shareholder of Telia Lietuva holding 88.15 per cent of the Company’s shares and votes, and to authorise the CEO of the Company to implement this decision, sign all related documents and/or notices required for the implementation of this decision. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

Emil Nilsson (born in 1971) is Senior Vice President & Head of cluster Lithuania, Estonia and Denmark (LED) and Region Eurasia at Telia Company AB (Sweden). Mr. Nilsson joined Telia Company in the beginning of 2015 and in October of 2015 was appointed as Head of Region Eurasia. From 1 June 2018, he took the responsibility for Telia markets in Lithuania, Estonia and Denmark. Before joining Telia Company Mr. Nilsson had been Executive Vice President and Group CFO of Sandvik AB in Sweden. Earlier he held various senior management roles at Ericsson in Sweden, Brazil, U.S.A. and Austria. Mr. Nilsson is Chairman of the Board of Moldcell S.A. (Moldova), member of the boards of Kcell JSC (Kazakhstan), Fintur Holdings B.V. (The Netherlands) and Svenska Handbollslandslaget AB (Sweden). Emil Nilsson holds a Bachelor of Science degree in Finance from University of Stockholm (Sweden). He has no direct interest in the share capital of Telia Lietuva. Mr Nilsson has 27,003 shares of Telia Company AB (Sweden).

Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange Emil Nilsson is regarded as non-executive member of the Board.

Results of voting:
Per Emil Nilsson - 513,623,846 electoral votes.

Adopted.

Annual General Meeting on 25-04-2018

The Annual General Meeting of Telia Lietuva, AB (hereinafter ‘the Company’ or ‘Telia Lietuva’) shareholders was held on 25 April 2018.

The total number of the Company's ordinary registered shares and votes is 582,613,138.

In total, 18 shareholder participated in the Meeting and they had 514,811,577 shares and votes, which amounted to 88.36% of the total number of the Company's vote-carrying shares.

To allocate the Company’s profit as follows: from the Company’s distributable profit of EUR 116,746 thousand to allocate an amount of EUR 40,783 thousand for the payment of dividends for the year 2017, i.e. EUR 0.07 dividend per share, and carry forward to the next financial year an amount of EUR 75,962 thousand as retained earnings (undistributed profit). For two independent members to the Board – Inga Skisaker and Rolandas Viršilas – as tantiems (annual payment) for the year 2017 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of Telia Lietuva, AB on 10 May 2018.

Following the Law on Companies the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends for the year 2017 on 24 May 2018.

Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated and separate financial statements of the Company for the year 2018 and 2019, and to assess the consolidated annual report of the Company for the year 2018 and 2019. To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 240,000 (two hundred forty thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements and the assessment of the consolidated annual report (i.e. 120,000 (one hundred twenty thousand) euro (VAT excluded) per each financial year).

Taking into consideration the amendments of the Republic of Lithuania Law on Companies, that came into force after registration of the last wording of the Company’s By-Laws, to approve the new wording of the Company’s By-Laws. To authorize CEO of the Company (with the right to reauthorize) to sign the new wording of the By-Laws of the Company.

Taking into consideration that members of the Board Stefan Block, Ole Stenkil, Inga Skisaker and Rolandas Viršilas have resigned from the Board of the Company as of 24 April 2018, to elect to the Board of the Company for the current term of the Board: – Ms Agneta (Magdalena) Wallmark (proposed by Telia Company AB)
– Mr Hannu-Matti Mäkinen (proposed by Telia Company AB)
– Mr Tomas Balžekas (as independent member of the Board proposed by Telia Company AB)
– Mr Mindaugas Glodas (as independent member of the Board proposed by Telia Company AB)

Agneta Wallmark (born in 1960) is Vice President and Head of Group Treasury at Telia Company AB (Sweden). She is also a member of the Board of Telia Insurance AB and Swedish Pension Fund of Telia. Agneta Wallmark has a Bachelor of Science in Economics degree from Stockholm School of Economics and Masters of Laws degree from Stockholm University. She has no direct interest in the share capital of Telia Lietuva.

Hannu-Matti Mäkinen (born in 1970) is Vice President and Head of Legal, Corporate Holdings, at Telia Company AB (Sweden). He is also a member of the Board of Telia Finland Oyj (Finland), Tilts Communications A/S (Denmark) and Turkcell Holding A.S. (Turkey) as well as a member of the Supervisory Council of Lattelecom SIA (Latvia). Hannu-Matti Mäkinen was a member of the Board and member of the Audit Committee of Telia Lietuva from April 2016 till April 2017. He has a Masters of Laws in International Trade Law degree from College of Law, University of Arizona (U.S.A.), Masters of Laws in Finnish and EU-Law and Bachelor of Laws from University of Lapland (Finland). He has no direct interest in the share capital of Telia Lietuva.

Tomas Balžekas (born in 1977) is a shareholder (51 per cent) and General Manager (CEO) of the magazines’ publisher, UAB Media Bitės (Lithuania), as well as CEO of an Internet health portal, UAB Mano Daktaras (Lithuania), a subsidiary of UAB Media Bitės, and a shareholder (24 per cent) and CEO of UAB Lions Share (Lithuania), an event organiser. Tomas Balžekas has a Bachelor of International Business degree from Concordia International University (Estonia), BA degree in International Business and MBA degree in Finance from Concordia University (U.S.A.). Besides, he is founder and owner of some other entities in Lithuania. He has no direct interest in the share capital of Telia Lietuva.

Mindaugas Glodas (born in 1972) Partner and General Manager (CEO) of venture capital fund, UAB Nextury Ventures (Lithuania), member of the Board of UAB Energijos Sprendimų Centras (Lithuania), member of the Council for Research, Development and Innovations at the Government of Lithuania, member of Coordinating Council of Agency for Science, Innovations and Technologies (Lithuania), Chairman of the Council of Association Žinių Ekonomikos Forumas (Lithuania) and General Manager (CEO) of a few Lithuanian start-ups. Mindaugas Glodas has a Bachelor in Business Administration (BBA) degree from Vilnius University (Lithuania) and MBA degree from Centre for Business Administration UFSIA at University of Antwerp (Belgium). He is member (50 per cent) of a small partnership MB Vox Proxima (Lithuania). He has no direct interest in the share capital of Telia Lietuva.

Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange all elected members of the Board are regarded as non-executive member of the Board, while Tomas Balžekas and Mindaugas Glodas besides are regarded as independent members of the Board.

To authorise the CEO of the Company to implement all above mentioned decisions, sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

To allocate the Company’s profit for the year 2016 in line with the proposal for profit allocation as presented to the Annual General Meeting of Shareholders: to allocate from the Company’s distributable profit of EUR 68,057 thousand EUR 17,478 thousand for the payment of dividends for the year 2016, i.e. EUR 0.03 dividend per share, and carry forward to the next financial year an amount of EUR 50,578 thousand as retained earnings (undistributed profit). For two independent members to the Board – Inga Skisaker and Rolandas Viršilas – as tantiems (annual payment) for the year 2016 to allocate in total an amount of EUR 31,280, or EUR 15,640 each.

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of Telia Lietuva, AB on 12 May 2017.

Following the Lithuanian Company Law the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends for the year 2016 on 27 May 2017.

Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated and separate financial statements of the Company for the year 2017 and to assess the consolidated annual report of the Company for the year 2017. To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 110,000 (one hundred ten thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements for the year 2017 and the assessment of the consolidated annual report.

Henriette Wendt (born in 1969) is Senior Vice President and Head of Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden). Education: ESSEC Business School Paris (France), Master’s degree in Business Administration, and Copenhagen Business School (Denmark), Bachelor's degree in Economics. She is not involved in activities of other entities. She has 8,500 shares of Telia Company AB (Sweden). She has no direct interest in the share capital of Telia Lietuva, AB.

Stefan (Carl Demetrios) Block (born in 1967) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), Chairman of the Audit Committee. Education – University of Stockholm (Sweden), Bachelor of Science in Business and Administration. Employment – Telia Company AB (Sweden), Chief Financial Officer of Lithuania, Estonia and Denmark (LED) cluster. Current Board Assignments: Telia Danmark A/S (Denmark), Chairman of the Board; Síminn Denmark A/S (Denmark), member of the Board; Telia Finance AB (Sweden), member of the Board; Telia Norge AS (Norway), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB.

Claes (Johan Ingemar) Nycander (born in 1963) – member of the Board of Telia Lietuva, AB since 29 April 2014 (nominated by Telia Company AB), member of the Remuneration Committee. Education: Uppsala University (Sweden), Master of Business and Administration; Stanford University Palo Alto (U.S.A.), Master of Science in Electrical Engineering; Institute of Technology at University of Linköping (Sweden), Master of Science in Electrical Engineering and University of Linköping (Sweden), Bachelor of Science in Mathematics. Employment – Telia Company AB (Sweden), Vice President and Head of Special Projects & LED (Lithuania, Estonia, Denmark) Management at Group Service Operations. Current Board Assignments: TT Nätverket A/S (Denmark), Chairman of the Board; Systecon AB (Sweden), member of the Board; Svenska UMTS-Nät AB (Sweden), member of the Board; LMT SIA (Latvia), Chairman of Supervisory Council. He has no direct interest in the share capital of Telia Lietuva, AB.

Ole Stenkil (born in 1973) is Head of Legal for Lithuania, Estonia and Denmark (LED) cluster at Telia Company AB (Sweden); and Vice President and General Counsel for Telia Danmark (Denmark). Education: Copenhagen Business School, MBA in Executive Management; The Danish Bar & Law Society, Legal Professional Degree/Attorney; Århus University (Denmark), Master of Laws; Svendborg Business School (Denmark), Higher Commercial Examination Programme. Current Board assignments: Argon A/S (Denmark), member of the Board; DLG Tele I/S (Denmark), member of the Board; OCH A/S (Denmark), Chairman of the Board; Tilts Communications A/S (Denmark), member of the Board. He has no direct interest in the share capital of Telia Lietuva, AB.

Inga Skisaker (born in 1971) – member of the Board of Telia Lietuva, AB since 28 April 2011 (nominated as independent candidate by Telia Company AB), member of the Audit Committee. Education – Vilnius University (Lithuania), Master of International Business Administration. Employment – Nordea Bank AB Lithuania Branch (Sweden), General Manager and Head of Banking Baltic Countries. Current Board assignments: Baltic Management Institute (Lithuania), member of the Board, and Investors Forum (Lithuania), member of the Board. She has no direct interest in the share capital of Telia Lietuva, AB.

Rolandas Viršilas (born in 1963) – member of the Board of Telia Lietuva, AB since 25 April 2013 (nominated as independent candidate by Telia Company AB), member of the Remuneration Committee. Education – Vilnius University (Lithuania), Faculty of Mathematics, Master‘s degree. Employment: UAB Švyturys–Utenos Alus (Lithuania), Chief Executive Officer, and Carlsberg Baltic States, Chief Executive Officer. Current Board assignments: Lithuanian Brewers´ Guild (Lithuania), Chairman of the Council; VšĮ Užstato Sistemos Administratorius, member of the Board; Dayton Group Oy (Finland), member of the Board. He has 75,000 shares of Telia Lietuva, AB that accounts to 0.0129 per cent of the total number of the Company’s shares and votes.

Following provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange all elected members of the Board are regarded as non-executive member of the Board, while Inga Skisaker and Rolandas Viršilas besides are regarded as independent members of the Board.

To authorise the CEO of the Company to implement all above mentioned decisions, sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

The Extraordinary General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders was held on 15 December 2016.

The total number of the Company's ordinary registered shares and votes is 582,613,138.

In total, 6 shareholder participated in the Meeting and they had 513,926,539 shares and votes, which amounted to 88.21% of the total number of the Company's vote-carrying shares.

The quorum existed and the Meeting was entitled to adopt decisions.

Decisions of the Extraordinary General Meeting of Shareholders:

To elect UAB Deloitte Lietuva as the Company’s audit enterprise to perform the audit of the annual consolidated and separate financial statements of the Company for the year 2016 and to assess the consolidated annual report of the Company for the year 2016. To authorize the CEO of the Company to conclude the agreement for audit services, establishing the payment for services as agreed between the parties but in any case not more than 110,000 (one hundred ten thousand) euro (VAT excluded) for the audit of the Company’s annual consolidated and separate financial statements for the year 2016 and the assessment of the consolidated annual report.

To reorganize TEO LT, AB, AB Omnitel and AB Baltic Data Center pursuant to Part 3 of Article 2.97 of the Civil Code of the Republic of Lithuania by way of merging AB Omnitel(registration number 110305282, office T. Ševčenkos str. 25, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, and AB Baltic Data Center (registration number 125830791; office Žirmūnų str. 141, Vilnius, Lithuania; reorganised company), which, after the reorganization, will cease its activities as a legal entity, into TEO LT, AB (registration number 121215434, office at Lvovo g. 25, Vilnius, Lithuania; a company participating in the reorganisation) according to the Terms of Merger attached hereto and to approve the Terms of Merger attached hereto as Annex 1.

Taking into consideration the adopted decisions to change the Company’s name from TEO LT, AB to Telia Lietuva, AB as of the date of registration of new By-laws of the Company within the Register of Legal Entities of the Republic of Lithuania, to approve the new edition of the By-laws of Telia Lietuva, AB as those of the enterprise that continues its business activities after the reorganization of TEO LT, AB, AB Omnitel and AB Baltic Data Center as of the date of registration. To authorize the CEO of the Company (with a right to re-authorize) to sign new edition of the By-laws of the Company (Annex 2).

To authorise the CEO of the Company to implement all above-mentioned decisions, sign all the related documents and conclude all the transactions required for the implementation of the aforementioned decisions. The CEO of the Company shall be entitled to authorise any other person to perform the aforementioned actions and to sign the aforementioned documents.

The Annual General Meeting of TEO LT, AB (hereinafter ‘the Company’ or ‘Teo’) shareholders was held on 26 April 2016.

The total number of the Company's ordinary registered shares and votes is 582,613,138.

In total, 21 shareholder participated in the Meeting and they had 514,356,979 shares and votes, which amounted to 88.28% of the total number of the Company's vote-carrying shares.

The quorum existed and the Meeting was entitled to adopt decisions.

Decisions of the Annual General Meeting of Shareholders:

To approve the audited annual consolidated and separate financial statements of the Company for the year 2015. Consolidated annual report of the Company for the year 2015, prepared by the Company, assessed by the auditors and approved by the Board of Directors was presented to the shareholders.

To allocate the Company’s profit for the year 2015: from the Company’s distributable profit of EUR 39,892,193 to allocate EUR 5,826,131 for the payment of dividends for the year 2015. Dividends will be allocated for 582,613,138 shares giving EUR 0.01 per one share. To allocate EUR 31,280 for tantiems for the year 2015 to two independent members of the Board – Inga Skisaker and Rolandas Viršilas, i.e. EUR 15,640 per one member of the Board.

The Law on Companies of the Republic of Lithuania provides that dividends shall be paid to the shareholders who at the end of the tenth business day following the Annual General Meeting that adopts a decision on dividend payment (rights accounting day) will be on the Shareholders’ List of the Company, i.e. will be shareholders of TEO LT, AB on 10 May 2016.

Following the Lithuanian Company Law the Company should pay dividends within the one month following the day on which the decision on profit distribution was adopted. The Company plans to pay out dividends for the year 2015 on 24 May 2016.

Following Lithuanian laws dividends paid to natural persons–residents of the Republic of Lithuania and natural persons–residents of foreign countries are subject to withholding Personal income tax of 15 per cent. Dividends paid to legal entities of the Republic of Lithuania and legal entities–residents of foreign countries are subject to withholding Corporate income tax of 15 per cent, unless otherwise provided for by the laws.

Residents of the foreign countries, which have concluded agreements on Avoidance of Double Taxation with the Republic of Lithuania, could take advantage of reduced tariffs provided by such agreements by submitting Claim for Reduction or Exemption from the Anticipatory Tax Withheld at Source, form FR0021 (DAS-1).

To approve the preparation of reorganisation terms, under which the following companies would be merged into TEO LT, AB (registration number 121215434, office at Lvovo g. 25, Vilnius, Lithuania; a company participating in the reorganisation): Uždaroji akcinė bendrovė “Omnitel” (registration number 110305282, office T. Ševčenkos str. 25, Vilnius, Lithuania; reorganised company) and Uždaroji akcinė bendrovė “Baltic Data Center” (registration number 125830791; office Žirmūnų str. 141, Vilnius, Lithuania; reorganised company). To authorise the Board and the CEO of the Company to perform all actions and adopt all decisions necessary for the aforementioned reorganisation.

Taking into consideration that a member of the Board, Tiia (Silja Kristiina) Tuovinen, has resigned from the Board of the Company as of 25 April 2016, to elect Hannu-Matti Mäkinen (proposed by Telia Company AB) to the Board of the Company for the current term of the Board.

Hannu-Matti Mäkinen (born in 1970) is General Counsel Region Europe and Head of Legal of Region Europe at Telia Company AB. Education: University of Arizona, College of Law, LL.M (Masters of Laws) in International Trade Law; University of Lapland, School of Law, LL.B (Bachelor of Laws) and LL.M (Masters of Laws) in Finnish and EU-Law. Current Board Assignments: TeliaSonera Finland Oyj (Finland), member of the Board; Telia Danmark A/S (Denmark), member of the Board; Tilts Communications A/S (Denmark), member of the Board; Telia Norge AS (Norway), member of the Board; UAB Omnitel (Lithuania), member of the Board; LMT SIA (Latvia), member of the Supervisory Council; Telia Eesti AS (Estonia), member of the Supervisory Council; Lattelecom SIA (Latvia), member of the Supervisory Council. He has no direct interest in the share capital of TEO LT, AB.

Following the provisions of The Governance Code for the Companies Listed on the Nasdaq Vilnius stock exchange Hannu-Matti Mäkinen is regarded as non-executive member of the Board.

To authorise the CEO of the Company to implement all above mentioned decisions, sign all the related documents and conclude all the transactions required for implementation of the indicated decisions. The CEO of the Company shall be entitled to authorise any other person to perform the indicated actions and to sign the indicated documents.